This Agreement contains terms and conditions which apply to your participation as a member of the PimpRoll Webmaster Revenue Program (the "Program"), operated by HOH Limited ("COMPANY", "we" or "us"). As used in this Agreement, "you" or "your" means the applicant/participating member.
We reserve the right to terminate any account at any time without notice, due to illegal activity.
Enrolment in this Program 1.
To begin the enrolment process, you will submit a completed application through our website: http://www.pimproll.com . In order to enroll and participate in the Program, you must be over the age of eighteen (18) years, or over the age of majority if you reside and/or conduct business in states, provinces or countries where the age of majority is greater than eighteen (18) years. We may reject your application if, in our sole discretion, we determine that your web property is unsuitable for the Program for any reason. Our reasons may include, but are not limited to, that we believe your web property incorporates images or content that are unlawful, defamatory, obscene, harassing or otherwise objectionable. We may also reject your application if we believe your web property facilitates illegal activity, promotes violence or promotes or assists others in promoting copyright infringement or if you provide incomplete and/or inaccurate information on your submitted application.
Responsibility for Your Site 2.
While we will review your web property for suitability to participate in the Program, you will be solely responsible for the development, operation and maintenance of your web property and for all materials that appear on your web property. We shall have no responsibility for the development, operation and maintenance of your web property and for any materials that appear on your web property. You shall also be responsible for ensuring that materials posted on your web property do not violate or infringe upon any laws including, but not limited to, 18 U.S.C. Section 2257 and its associated regulations, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your web property are not libelous or otherwise illegal (including depictions of actual, implied or simulated bestiality, rape, incest, child pornography, or any other content deemed inappropriate or illegal). You must have express permission to use another party's copyrighted or otherwise proprietary material. We will not be responsible if you use another party's copyrighted or otherwise proprietary material in violation of the law.
The following terms, along with any derivatives thereof, may not appear anywhere in the HTML or graphics on your web property:
We reserve the right to terminate your membership in the Program for using any of the listed words, phrases, or derivatives of the listed words or phrases and subparts thereof. If your membership is terminated for using banned terms you will forfeit all monies and accumulated rewards points otherwise due you.
No E-Mail Promotions 4.
You may not promote us through the transmission of individual and/or bulk e-mail. Accordingly, you shall not use or cause to be used any e-mail or SMTP systems to promote PimpRoll or its affiliates, or any of the Programs ("E-mail Traffic"), notwithstanding the recipient's request to receive such E-mail Traffic.
5. PimpRoll shall not accept any E-mail Traffic promotion. In the event You have sent or caused to be sent any E-mail Traffic, or You suspect or become informed that such E-mail Traffic has been sent:
a. You shall immediately cease or cause to be ceased all such activity; b. You shall immediately notify us in writing of the E-mail Traffic and the date it was sent, and of all corrective action taken or to be taken by you; c. Your membership in the Program shall be terminated effective as of the date the E-mail Traffic was sent (or immediately in the event the date the E-mail Traffic was sent cannot be determined);and d. You shall forfeit all monies otherwise owed to you as provided in Section 10
6. Notwithstanding your covenant with respect to not sending E-mail Traffic, any E-mail Traffic which gets sent, accidentally or otherwise, in contravention of your covenant to not send E-mail Traffic, must comply with all provisions of the CAN SPAM Act of 2003 and in particular, if your e-mail contains sexually oriented material, you must use such labels or notices in your e-mails as are prescribed by the Federal Trade Commission pursuant to the CAN-SPAM Act of 2003. Failure to strictly comply with one or more of these provisions will result in the immediate termination of your account and the forfeiture of all unpaid monies earned hereunder. You shall also comply with the final rule issued by the United States Congress (the "Final FTC Rule") in connection with the CAN-SPAM Act of 2003. The requirement for compliance with the CAN-SPAM Act of 2003 and the Final FTC Rule does not permit, condone, or ratify any E-mail Traffic.
7. Should any law enforcement agency, internet service provider or other person or entity provide us or any company related to us with notice that you have engaged in transmission of unsolicited e-mail or have engaged in otherwise unlawful conduct or conduct in violation of an internet service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information.
Child Pornography 8.
We are especially adamant in assuring that no web properties associated in any way with us contain child pornography. We maintain a zero tolerance policy towards anything related to child pornography and reserve the right to cooperate with law enforcement authorities in any child pornography investigations. Not only do we prohibit pictures which depict or insinuate sexual images of persons under the age of eighteen (18), we also prohibit words which may insinuate sexual images or acts of persons under the age of eighteen (18).
In addition to any other words we may deem to be inappropriate, the following is a list of words (which may be amended at any time) which, along with any derivatives thereof may not be used anywhere in the HTML or graphics on your site(s):
sex with children
sex with minors
young school boy
young school girl
young teen youth
If we determine that you have violated the Company's zero tolerance policy against child pornography, your membership in the Program will be terminated immediately. You will forfeit all monies otherwise due you.
Other Grounds for Termination 10.
In addition to the rights of termination described above, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following:
a. Altering by electronic, mechanical or automated means or other technologies, that may now exist or come into existence, any of our code or site URLs belonging to or identified with accounts other than your own, or causing the modification or substitution of our code or site URLs belonging to or identified with accounts other than your own that may reside within or originate from a third party system in the form of bookmarks, cached pages, cookies or other stored forms that may be passed to our system and/or the system(s) operated by the owners of other sites linked to or affiliated with our system by user operation of said third party system; b. Any E-mail Traffic and any form of spamming including, but not limited to unsolicited e-mail, IRC postings, newsgroups, and/or instant messaging clients; c. Publishing, transferring, reassigning, disclosing, distributing, or permitting any other person to use your Program account; d. Providing inaccurate or incomplete information to us concerning your identity, bank account, address or other required information; e. Attempts to cheat, defraud or mislead us in any way; f. Misrepresenting to the public the terms and conditions of the PimpRoll website, memberships, or products or your web property; g. Promotion of PimpRoll on password sites, MP3 sites or "warez" sites; h. Owning or operating a website in connection with a person who is under eighteen (18) years of age; and/or under the age of majority in states, provinces or countries where the age of majority is greater than eighteen (18) years; i. . Having any material on your web property not fully in compliance with 18 U.S.C. Section 2257 and its associated regulations; j. Non-approval or Termination for any reason of the license to access the online database of information in respect of all of our content that is subject to the record keeping requirements of 18 U.S.C. Section 2257 and its associated regulations (the "2257 Information"); k. Inclusion of stolen or unauthorized content on your site(s); and l. Operating from a foreign country from which we will not accept accounts including, but not limited to:
Afghanistan, Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Cuba, Czech Republic, Estonia, Georgia, Hong Kong, Hungary, India, Indonesia, Iran, Iraq, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Malaysia, Moldova, North Korea, Pakistan, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Sudan, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Yemen, and Yugoslavia.
The PimpRoll Webmaster Revenue Program
11. Joining PimpRoll enables you to promote any or all of the following programs:
a.PimpRoll Per Join Program: (Niche Sites, Video Sites, Reality Sites, Solo Girl Sites, Movie Download Sites and VideoTeam Sites)
For every trial or monthly membership enrolment ("Join") referred by you under this program, which has paid for the membership (a "Sale"), you will be entitled to:
b.Build Your Own Site Per Join: (Built Your Own Tour Sites and Adult Video Planet)
For every trial or monthly membership enrolment ("Join") referred by you under this program, which has paid for the membership (a "Sale"), you will be entitled to:
c.Webmaster Referral Program: For every webmaster who joins the PimpRoll Webmaster Revenue Program and is referred by your unique PimpRoll webmaster ID; you will be paid 5% of all revenue generated by the referred account.
d.Cross Sale Program: For Every Epoch Cross Sale referred by you under this program, to an approved PimpRoll Cross Sale Site, (The sites appearing on PimpRoll's Corss Sale setup page), using an Approved PimpRoll Product Offer Code, or a Combination Code made from Approved PimpRoll Product Offer Codes, you will be entitled to $25.
* Pre Paid Credit Cards: PimpRoll actively detects the exact type of credit card used in each attempt to join any PimpRoll site. Since there is NO CHANCE that we will ever be able to convert the vast majority of these customers to a full membership, any join using a pre paid credit card will be automatically switched to the Partnership program.
Payments for all programs are paid out by COMPANY 8 business days after the end of each pay period. Currently, pay periods are 1 week in length and extend from Monday at Midnight, to Sunday at 11:59:59 PM.
Term of the Agreement 12.
The term of this Agreement will begin upon our acceptance of your application, and will end when terminated by either party, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address in our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because, in our sole discretion, we believe you have violated the terms of this Agreement, including the covenant not to E-mail Traffic, you are not eligible to receive any commission payments or rewards, even for commissions and rewards earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address in our records, or notice posted at http://www.pimproll.com , is considered sufficient notice to you of a change to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and the Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program, following our posting of modifications or a new agreement on our site, will constitute your binding acceptance of the change in terms and conditions.
Relationship of Parties 14.
You and COMPANY are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your web property or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of the terms of this Agreement.
Limitation of Liability 15.
We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement, the Program, or the accuracy or completeness of the 2257 Information, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement, the Program, and the 2257 Information will not exceed the total commissions paid or payable to you under this Agreement.
Representations and Warranties 16.
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms. You further represent and warrant that the execution, delivery and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons, and neither violate nor constitute a default under:
a. the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or b. the terms of any other agreement, document or instrument applicable to you or binding upon you.
We may disclose to you certain information as a result of your participation in the Program which we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to:
a. Any modifications to the terms and provisions of this Agreement made specifically for you and not generally available to other members of the Program; b. Website, business, and financial information relating to COMPANY; c. Customer and vendor lists relating to COMPANY and any members of the Program other than you. d. all 2257 Information provided to you, save for identification of the Primary Producer.
Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose, except to the extent that any such information is generally known or available to the public or if disclosure is required by law or legal process. You may not disclose any of the 2257 Information on your web site or to the public, except to an accredited investigator operating under authority of 18 U.S.C. Section 2257 and its associated regulations.
You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), insofar as the losses (or actions in respect thereof) arise out of, or are based on:
a. Any claim or threatened claim that our use of your trademark(s) infringes on the rights of any third party; b. The breach of any promise, covenant, representation or warranty made by you herein, including the covenant not to engage in E-mail Traffic; c. Any claim related to your web property, or d. Any claim or threatened claim related to your non-compliance with any of the provisions of 18 U.S.C. Section 2257 and its associated regulations.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY COMPANY SERVICES, OR ITEMS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Forms of Promotion 20.
You may use any form of promotion you choose, consistent with the terms of this Agreement. You may use any and all provided promotional materials, such as banner advertisements, button links and/or text links (collectively referred to herein as "Links" or "the Links") to PimpRoll, our website, and our memberships, however, you CANNOT SPAM or use E-mail Traffic (See Sections 4, 5, 6, and 7. Allowable Links may contain COMPANY's trade names, service marks, and/or logos for display on your Affiliate Site(s). Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site(s) for the sole and exclusive purpose of promoting PimpRoll, our website, and our memberships. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.
Commission Payment 21.
Commissions due and owing to you under the Program will be paid to you as provided herein. Your application for an account in the Program must include a verifiable street address. We reserve the right not to send commission checks to post office boxes.
Insufficient Activity 22.
If, as a participating member, you fail to send traffic (i.e., uniques) to the Program, or do not have any Joins for any consecutive sixty (60) day period, we reserve the right to terminate your membership in the Program. If your membership is terminated for this reason, you may apply for a new account
Terminated accounts, except as expressly otherwise provided in this Agreement, cannot later apply to the Program without our express written consent. This Agreement will be governed by the laws of Cyprus, without reference to rules governing choice of laws. Any disputes arising out of or pertaining to this Agreement which the parties are unable to resolve by bona fide negotiations at any executive level, shall be resolved by binding arbitration on the basis that the arbitration shall be submitted for arbitration to the American Arbitration Association on demand of either party to such dispute. Such arbitration shall be conducted in Nicosia, Cyprus. Except as otherwise provided in this Agreement, such dispute shall be heard by one arbitrator in accordance with the then current commercial arbitration rules of the American Arbitration Association. The arbitrator shall have the right to award and include in their award any relief which he or she deems proper in the circumstances, including without limitation, money damages (with interest on unpaid amounts from the due date), specific performance, injunctive relief and attorney's fees and costs. The award and decision of the arbitrator shall be conclusive and binding upon the parties and judgment upon the award may be entered into any court of competent jurisdiction. This Agreement to arbitrate shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. The arbitration shall be conducted informally with a view to the issue being resolved expeditiously and quickly. The arbitrator, as part of their decision, shall be entitled to determine which of the parties shall be liable for their costs or the ratio in terms of which the parties are to share their costs, failing which, their costs shall be borne equally between the parties. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and shall be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY SUBMITTING AN APPLICATION FOR ENROLLMENT IN THE PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS PIMPROLL WEBMASTER REVENUE PROGRAM AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.